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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (103)	8/22/2013 8:52:53 AM
From: Goose94	Respond to of 202094

Guyana Precious Metals (GPM-V) closes acquisition of DPG Resources - Patrick Sheridan Jr. CEO Aug 22, 2013 - News Release Guyana Precious Metals Inc. has completed its previously announced acquisition of 100 per cent of the common shares of DPG Resources Inc., a company incorporated under the laws of the Province of Ontario.Upon closing of the Acquisition, an aggregate of 18,700,000 common shares and 18,700,000 share purchase warrants (each, a "Warrant") of GPM were issued to the former shareholders of DPG in exchange for the common shares of DPG held by such shareholders, being one common share of GPM and Warrant for each common share of DPG outstanding. There were no convertible securities of DPG outstanding immediately pre-closing. Each Warrant entitles the holder thereof to acquire one additional common share of GPM at an exercise price of $0.10 until August 21, 2015. Immediately following the closing of the Acquisition, (i) there are 110,514,514 common shares of GPM outstanding on a non-diluted basis, of which former shareholders of DPG own 18,700,000 such common shares (or approximately 16.9% of the outstanding shares of the resulting issuer) and the existing shareholders of GPM own 91,814,513 common shares (or 83.1% of the outstanding shares of the resulting issuer); and (ii) there are 61,825,000 convertible securities of GPM outstanding, inclusive of the Warrants. Following the Acquisition, Peter Mullens, the President of DPG, has remained in that capacity and will continue to seek out acquisitions of mineral exploration properties. There was no change to the board of directors or the management of GPM as a result of the Acquisition. There were no shareholders of DPG who owned 20% or more of all of the issued and outstanding common shares of DPG immediately pre-closing. There were no non-arm's length parties of GPM who were insiders of DPG or held any direct or indirect beneficial interest in either DPG or any of its assets immediately pre-closing, other than Dan Noone and Patrick Sheridan. Dan Noone was a director of DPG and is a director of GPM, and directly and indirectly held an aggregate of 2,200,000 common shares of DPG (representing approximately 11.8% of all issued and outstanding common shares of DPG immediately pre-closing) and 665,000 common shares and 825,000 convertible securities of GPM (representing less than 1% of all issued and outstanding common shares of GPM on a non-diluted basis, immediately pre-closing). Patrick Sheridan is a director and officer of GPM, and held an aggregate of 1,000,000 common shares of DPG (representing approximately 5.3% of all issued and outstanding common shares of DPG immediately pre-closing) and 18,090,250 common shares and 8,700,000 convertible securities of GPM (representing approximately 19.7% of all issued and outstanding common shares of GPM on a non-diluted basis, immediately pre-closing). Prior to completing the Acquisition, GPM formed a special committee of independent directors to review, consider and approve the Acquisition. The Acquisition is not a "related party transaction" within the meaning of Multilateral Instrument 61-101 or TSX Venture Exchange Policy 5.9, as a the time the Acquisition was agreed to, DPG and GPM were not "related parties" within the meaning of such instruments. We seek Safe Harbor.